


What Friends Are For

by Yatzstar



Series: Peni and Noir [2]
Category: Spider-Man: Into the Spider-Verse (2018)
Genre: Fluff, Gen, Hurt/Comfort, Mild Blood, Noir is a dad, he means well
Language: English
Status: Completed
Published: 2019-01-29
Updated: 2019-01-29
Packaged: 2019-10-18 14:50:43
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 7,789
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/17582930
Author URL: https://archiveofourown.org/users/Yatzstar/pseuds/Yatzstar
Summary: Worried about losing his friends, Noir gets himself shot. Then he realizes how much his friends worry about losing him.





	What Friends Are For

**Author's Note:**

> This ended up being way longer than expected. Enjoy!

In a flash of light, Peter B. Parker landed in New York, 1933. He straightened, trying to orient his eyes to the lack of color. The black-and-white scheme of Noir’s dimension made his head hurt, especially when his own body retained its color.

When his eyes finally started to adjust, he knew something was wrong. For once, it wasn’t his Spider-Sense telling him, but his natural intuition. It took him a moment to pinpoint the problem, but then he saw it.

He had been in Noir’s office/apartment once before, and the thing that stood out about it was how neat and orderly it was, most likely because he was the exact opposite. Now as he stood there for the second time, things were out of order. The window was open, the curtains drifting in a cold breeze. The desk in front of the window was disorganized, papers strewn about with some littering the floor.

Peter frowned, looking about. Another thing he noticed was that he was alone. Noir was nowhere to be seen, which was odd, considering he would’ve been expecting his arrival. Thoroughly confused, he stepped around to the other side of the desk to look at the drawers.

Then he saw the red blotch on the floor, sticking out like a sore thumb against the grayscale. He barely had to look at it to know that it was blood. Dread tightened into a knot in his stomach when he saw more red spots, leading to the door that separated Noir’s office from his living quarters. The door was ajar, swinging open easily when Peter pushed it. Bile rose in his throat at the sight that greeted him.

Noir lay on his kitchen floor, still clad in his spider-suit. Red stains stood out all over the black fabric, none more so than the pool of blood coming from the wound in his left leg.

Peter was at his side in an instant, fear flooding his veins as he pushed his fingers against Noir’s neck. A pulse was there, slow but still constant. He allowed himself to relax ever so slightly with the knowledge that the other Spider-Man was alive, even though he was unconscious.

“Crazy old man, what have you done to yourself?” he wondered aloud. He knew Noir was probably younger than him age-wise, but calling someone from eighty years ago younger than himself was not a concept that his brain took well.

Grimacing in sympathy, he took a quick peek at the wound on his leg. It seemed to be the only major one, as none of the other bloodstains on his outfit were as big. It looked like a bullet wound, sustained not long ago, but long enough for the blood to start scabbing over.

Peter sighed, trying to push away the sick feeling in his stomach. 1933 didn’t have nearly as many advancements in medical field, and even leaving the house would put him in the spotlight, being the only person made of color in the entire world. There was one place he knew Noir would be safe, and with that in mind, he lifted the unconscious man with great effort and punched a set of coordinates into his interdimensional transporter.

 

Peter B. Parker with an unconscious Spider-Man Noir slung over his shoulder was far from one of the weirdest things May had seen, but the sight of blood seeping from Noir’s leg onto Peter’s suit was cause for concern nonetheless.

“What happened?” she asked, stepping aside to let Peter into the house.

“Your guess is as good as mine,” Peter grunted, adjusting his position to make it a little more comfortable. “I found him passed out on the floor in his apartment. I couldn’t take him to a hospital back then because I’m made of color, and we can’t take him to one now, but I figured if anyone has experience stitching up wounded Spider-Men, it’d be you.”

“You’re right. Let’s get him upstairs and into the spare bedroom.”

Peter’s shoulder was throbbing by the time he laid Noir down on the floral bedsheets, his lack of exercise finally having caught up with him. “I hope you don’t mind blood on those sheets.”

“Wouldn’t be the first time I’ve had to wash blood out of them,” May said grimly as she cast an experienced eye over the black and white man. “The first thing we need to do is get that mask off and allow him full ventilation.”

Peter frowned. He’d never seen Noir’s face before, though he figured it must look something like his own. Noir seemed to value his whole “tall, dark and mysterious” vibe, so they had never pressed him about it before, but he couldn’t hide his face forever.

“Sorry, buddy,” he said as he took off his hat and laid it aside. It took a couple good tugs, but the mask finally slid off, leaving Noir’s face bared for the both of them to see.

True to Peter’s theory, he did look very much like him. He possessed a slightly stronger jaw, and his face was lined with stress. A scar cut through the left side of his lips, and another went from his right temple to his cheekbone making his appearance even more worn. His face was marred with several fresh bruises and cuts, blotching his cheeks and eyes with ugly prevalence.

“Why do they all look so much better than me even when they’re beat up?” Peter whined.

May ignored him and set about unbuttoning his jacket. “Get that pistol, would you? The last thing we need is for him to wake up and shoot us.”

He gingerly removed the pistol from its holster. Though his finger was nowhere near the trigger, he still didn’t like handling it, and set it aside quickly.

May finished unbuttoning his jacket and lifted up the sweater he wore beneath. The skin beneath was bruised as well, though not nearly as bad as his face. She ran her fingers across his ribs, and frowned. “I can’t tell if any ribs are broken. That may have to wait until he wakes up.”

Peter grimaced at the sight of the angrily colored flesh. It looked like the work of several people, and strong ones at that. “Alright, what now?”

May left the room, returning a couple moments later with a first aid kit in her hands. She knelt at the end of the bed, gingerly inspecting Noir’s wounded leg. “A bullet wound, it seems.”

Peter’s stomach took a funny turn as she rolled up his pant leg, exposing the wound and the red, swollen flesh around it. As she reached for the tweezers in the kit, he said, “Uh, would you mind if I wait outside? I’m kinda, uh…”

“Squeamish?” May finished with a knowing smile. “I thought so. My Peter didn’t like the sight of blood either, so long as it wasn’t his own it seems. Don’t worry about it. I can stitch this up just fine on my own.”

He practically fled the room, relieved at her understanding. He plopped down on the living room couch, exhaling deeply as he tried to run over the possible causes of Noir’s predicament in his head. Last week, Noir had called him to his dimension for the first time, imparting to him the trouble he had been having with his version of Rhino. They had agreed to come back and do recon on him before getting the rest of the Spider gang involved, which was what Peter had meant to do when he found Noir laid out on the floor.

It was entirely possible that Rhino could’ve found Noir or set some of his goons on him, and he supposed that was the most reasonable scenario. Sighing, he looked down at the interdimensional transporter on his wrist. He was at war with himself about letting the rest of them know what happened. Ham would likely deal with it well, but the rest of them were just kids. He felt bad about worrying them, but it was only fair to let them know. Besides, it was five in the evening, and the kids would be out of school by that point.

He typed a short message into the transporter, knowing that it would be sent out to their respective dimensions quickly.

_Something has happened to Noir. Come to May’s house when you can._

 

He must have fallen asleep, because the next thing he knew, someone was shaking his shoulder. “Dude, wake up!”

Peter snorted, jerking his head out of the puddle of drool he’d made on the cushion. He looked around, and found Miles and Gwen standing next to him.

“Hey guys…” he mumbled groggily, rubbing at his eyes.

“I saw your message and came as fast as I could,” Miles said. “Gwen got here at the same time I did.”

Gwen cast a concerned eye over Peter. “Are you okay?”

“Yeah, I must’ve just fallen asleep,” he said through a yawn.

Miles smirked. “Yeah, I could hear you snoring two blocks away.”

Peter gave him a halfhearted scowl but ignored the jab otherwise. “What about Peni and Ham?”

“I’m here!”

A most unbecoming sound left Peter’s mouth as a voice sounded off in his left ear. He looked over to see Ham dangling over the back of the couch.

“Have you been there the entire time?”

Ham snickered. “Yup! You should’ve seen your face.”

Peter stood up with a huff. “Whatever. What about Peni?”

Miles shrugged. “Not here yet.”

“We’ll catch her up when she gets here.” He gestured for them to follow him. “Come on, he’s upstairs.”

May was just finishing up bathing Noir’s wounds when the group entered. She glanced up at them briefly, a small smile appearing on her face. “I thought I heard you all downstairs.”

“What happened to him?” Gwen asked, taking in Noir’s woeful appearance with a frown.

“I don’t know for sure,” Peter replied. “Last week he contacted me to tell me he was having some trouble with his version of Rhino, so we agreed to do recon on the situation before getting the rest of you guys involved. I went to his dimension earlier to do that, but I found him like this.”

“Maybe Rhino did it to him,” Ham offered.

“That’s what I was thinking.”

Miles peered at Noir’s face. Since May had cleaned off the dried blood, it looked better, though not by very much. “So that’s what he looks like. A black-and-white, handsome version of you.”

Peter glared at him, though no real vitriol lay behind it. “Don’t push your luck kid.”

May straightened with a sigh. “I got the bullet out and stitched up the wound, but I don’t know how long it’ll be till he wakes up. He took a pretty fierce beating by the looks of it.”

“Yeah, Rhino does that to people,” Peter said wearily.

“I want to give this Rhino guy a taste of his own medicine,” Miles said, a determined glint in his eye.

“It’ll take more than just you to do that,” the older man said. “Believe me, I know. Rhino's a tough guy, and--” He was interrupted by the sound of feet pounding on the stairs, and a small figure dressed in pink hurtled into the room, nearly flattening Ham.

“Is he alright?” Peni Parker cried, panic in her voice. Instead of the school uniform they were used to seeing, she was dressed in pink pajamas with cat faces all over them, and judging by the state of her hair, she had been asleep before receiving the message.

“He’ll be just fine, dear,” May assured her, but that seemed to do little when her eyes rested on Noir. Slowly she approached him, almost as if she was afraid to. She stopped beside him, bringing her hand up to rest on his.

“What happened?” she asked, her voice barely audible.

“I found him like this,” Peter replied softly. “He got beat up pretty bad. We think it was Rhino.”

“And he got shot in the leg,” Ham said.

“Shh!” Gwen hissed at him, but it was too late. Peni’s lip started to tremble and her eyes brimmed with tears.

“Oops,” Ham said quietly, his face drooping. “Sorry.”

Peter put a gentle hand on her shoulder. “Don’t worry about him, kiddo. He just took a few hard hits. In a day or two he’ll be just fine, you’ll see.”

Peni sniffed, looking dangerously close to bursting into tears as she gazed at Noir. When she looked at him, with the red of his wounds glaring angrily against the colorlessness of his skin, memories of the sight of her father’s body, mangled by an explosion flashed through her mind. The pain and fear of her father’s loss welled afresh in her mind, but somehow she managed to keep it together.

Peter wondered if he had made a mistake telling her at all, because out of all of them, she was closest to Noir. What she saw in the walking embodiment of an old movie he had no idea, but it was clear she had an affection for him, and he reciprocated that affection. Though he clearly tried to hide it, it was there. Peter hadn’t failed to notice how easily he gave in to her silly, childish requests, his threats of “just this once” never holding true. He had also seen her slip her hand into his when they stood side by side, and though he acted like it wasn’t happening, he would squeeze her hand gently, his feelings contained in that one simple gesture.

“From the sounds of it he’s survived all sorts of crazy stuff in his dimension,” Gwen said, trying to sound optimistic. “I bet this is nothing for him.”

Peni swallowed hard, her face so forlorn that it was hard to look at. Peter dithered helplessly, unsure of what to say that might help her feel better, but as usual May saved the day.

“Why don’t I make some hot chocolate?” she suggested. “He needs to rest, and standing around talking isn’t going to help him any.”

Peter gently led Peni away from Noir, his heart twisting at the look of fear and unease on her face.

 

The hot chocolate was good, but it did little to dispel the somber atmosphere that hung over the group. Peni’s eyes kept drifting to the staircase, and it was clear she was waiting for Noir to descend, but he never did.

It was getting on towards seven in the evening when Peter spoke up. “Peni, what time was it when you got my message?”

She looked down at her pajamas, as if she was only just realizing she had them on. “Uh…midnight?”

“You should go home and get some sleep.”

“But—”

“It’s a school night, kiddo.” He shot a look at Gwen and Miles. “The same goes for you two. I’m sure you have plenty of homework you have to do.”

“But what about Noir?” Peni said, a worried frown appearing on her face.

Peter sighed and knelt down in front of her. “I’m 99.9% sure he’ll be just fine. By the time you get out of school tomorrow, he’ll be awake and grumpy as ever. Regenerative healing factor is no joke.”

“You sure?”

“I’m sure. Besides, I’m sure Sp//dr misses you.”

Peni pushed herself off the couch, reluctant but resigned to the fact that she could do nothing at the moment. She punched the coordinates of her bedroom into the interdimensional transporter and gave Peter a final woeful look.

“He’ll be alright, kid,” he said, placing a comforting hand on her head. “I promise.”

She said nothing more, nodding slowly before hitting the button on her transporter and vanishing in a flash of color.

“Poor thing,” Gwen murmured into the silence.

Peter exhaled, his shoulders sagging. “Maybe I shouldn’t have told her.”

“Nah, you did the right thing,” Ham said. “If she found out we kept it from her, that would just make her angry, and if I know one thing, it’s that you don’t make girls with killer robots at their command angry.”

“I figured she’d be worried, but not _that_ worried,” Miles said. “I mean, it’s not like he got shot in the chest or something like that.”

“She lost her dad once,” Peter said wearily. “I think she’s afraid of reliving that pain.”

 

When Noir woke, he thought he’d gone blind at first. Everything was dark, but then a faint glimmer caught his eye. He turned his head slowly, his aching muscles crying out in protest as he did so, his eyes focusing in on the light coming through the window to the right of where he lay.

He returned his head to the original position, becoming aware of the fire in his left leg. Where was he? Had Rhino captured him for some insidious and terrible purpose? Slowly, he lifted his arms, and found they could move freely. He did the same with his legs, his breathing hitching as a bolt of pain shot through his wounded leg.

He sat up slowly, propping himself on his arms. His entire body was one big, throbbing ache. The surface he lay upon was soft and plush, but that still did not give him an idea of where he was.

All his instincts screamed danger, especially when he felt for his pistol and found it was gone. Determined to escape from this mystery place, he slung his legs over the edge of the bed, snarling at the pain but pushing through. With great effort he stood, pausing to maintain his balance.

As his eyes adjusted, he could see light coming underneath the crack in what was obviously a door opposite him. He made to move towards it, but the pain made him stumble, and he landed against the wall with a terrific thud. His breath coming in shaky gasps, he fumbled for the doorknob, and when he turned it, it moved. It was unlocked.

He flung the door open, revealing a small landing with stairs leading downwards. It all seemed achingly familiar, but through his painful haze, he could not identify how he knew it. He stumbled out, meaning to grab the railing, but his feet had different ideas, turning him in the wrong direction. His hip hit something hard, and he bit his tongue hard in an effort to stay quiet. He put out a hand to steady himself, and it connected with something clearly not meant to support his weight. It shifted and fell with a loud thud.

He grappled for the wall and found it, pressing both palms to it as hard as he could, his breath coming in pants. Something moved out of the corner of his eye, and he tensed, readying himself for a painful fight until a familiar voice spoke through the haze.

“Peter! What are you doing up?”

A light switched on, painfully bright, and he squinted, turning his head to look at the speaker. Though the image was still fuzzy, he still recognized the face instantly, and it was then he realized that he was seeing color, and not black and white.

“…May?”

She laid a gentle hand on his arm. “Come on, you shouldn’t be standing on that leg.”

“What happened?” he asked, thoroughly confused.

May began to lead him back to the bedroom, stepping over the lamp he had knocked over. “Peter B. found you bleeding out on the floor of your apartment.”

“Oh,” Noir said, trying not to lean on May but at the same time being unable to help it. He had forgotten the other Peter was coming to do recon with him.

May helped him back into bed. At his request, she brought him a glass of water, which he downed with surprising speed.

“How long have I been out?” he asked.

May shrugged. “Your guess is as good as mine. Peter B. brought you here yesterday afternoon.”

“Where’s my gun, my coat?”

“I put your coat and mask in the wash, and your gun is downstairs. I figured you would wake up confused.”

At mention of his mask, Noir brought his hand up to his face. It was bare, which he hadn’t noticed before in the midst of his confusion. At least that explained why he couldn’t see clearly. He glanced at May and asked, “Is there any point in hiding my face anymore?”

“No,” she said with a small smile. “Everyone saw it.”

“Everyone?” he echoed.

“Peter B. told the rest of your friends what happened, and they all showed up to see you.” May shook her head. “Poor Peni. I've never seen her look that distraught.”

Noir felt a wave of guilt crash over him. He had never considered Peni until she mentioned her.

“Don’t worry, she’ll be back tomorrow after school,” May said, noting the slight distress on his face.

“Good,” he said quietly.

May took his water glass and refilled it, bringing two pills back with it. Noir stared at the pills offered to him, wrinkling his nose dubiously. “What is this?”

“Ibuprofen. It'll relieve your pain.”

Noir had never heard of such a medicine, but he trusted May with his life, so he took them without complaint. He sighed and laid back on the pillow, suddenly feeling quite tired despite the many aches and pains throbbing through his body.

May laid a gentle hand on his forehead with an affection he had not felt in years. “Go back to sleep. You'll feel better when you wake up.”

He offered a faint grunt in response, resisting the urge to press his forehead into her hand. Then the hand left, and the last thing he heard was the light switching off before he was carried off into a sea of blissful oblivion.

 

When he next opened his eyes, light was streaming through the window with surprising intensity. He squinted against the harshness as his body started to feel again. His body still ached, his leg especially, but not nearly as bad as it had the night before.

“...May?” he called hoarsely.

Footsteps came swiftly up the stairs, and May poked her head through the door. “I was wondering when you were going to wake up. How do you feel?”

“Like a million bucks,” he grunted, shifting to prop himself up on the pillow.

“But better than last night?”

“Somewhat.” He rubbed at his eyes. “Where are my glasses?”

“Here.” She pulled them out of her pocket, passing them off to him. He donned them, taking comfort in their familiar weight as his eyes adjusted to seeing clearly again.

May moved to the end of the bed, bringing with her the first aid kit she had left by the door. “Before anything else, I need to change your bandages. You've bled quite a lot, and moving around probably didn’t help much.”

Noir’s eyes moved to his left leg, which he hadn’t taken a proper look at yet. Both his boots were missing, and his left pant leg was rolled up past his knee, revealing the red-stained bandages wrapped tightly around his calf.

“I’ve seen worse,” he mumbled.

May took the bandage scissors and started cutting away the old bandages. Noir grit his teeth, trying not to move as the gradual movement sent pain flaring up his leg. She peeled off the thick layer of gauze, revealing the wound and the swollen around it beneath.

“It seems to be healing nicely,” May said, unphased at the sight.

“Sure doesn’t feel like it,” he growled.

Replacing the bandages was not quite as painful, but by the time she was done, Noir was dangerously close to letting lose a string of words that would get his mouth washed out with soap.

“Are you hungry?” May asked, finally putting away the first aid kit.

“Starved,” he replied, his stomach pinching at the mere thought of food. It had to be getting close to two days since he last ate.

“Anything you want in particular?”

“Toast,” he said without hesitation. “And black coffee.”

“Somehow that doesn’t surprise me. Anything else?”

He paused to think. “Got a newspaper?”

 

The newspaper was visually stunning to him. The photos within were of an unimaginable quality, almost as if the people were physically there on the page. After inhaling eight pieces of buttered toast he kept his nose buried in the spread, caring little for the actual news but enthralled by the pictures.

He was engrossed in the sports section when he heard a set of footsteps on the stairs that were heavier than May’s. He looked up just in time to see Peter B. standing in the doorway.

“You look like a nerd,” Peter said, smirking at his glasses.

“And you look like a hobo,” Noir groused. “So I guess we’re both disappointments.”

Peter stepped further into the room. “You look much better than you did last night.”

“So I’ve been told.”

“What happened? Was it Rhino?”

“Yeah,” Noir said, laying the newspaper aside. “It was Rhino and some of his goons. One of ‘em got close enough to shoot and puncture my Kevlar, and after that they were able to lay into me more than I wanted before I could escape.”

Peter scratched the back of his head. “Sheesh. How’d they find you?”

“They didn’t. I found them.”

A frown slowly formed on his face. “What?”

“I went and fought them on my own,” Noir repeated. He should have known this conversation was coming, but he wasn’t prepared for it at all.

“Why? We were supposed to do recon together and then get the rest—”

“I can’t have you guys coming into my dimension,” he said flatly, suddenly finding it hard to look the other Peter in the eye.

“Is it unstable? We can get O’Hara to fix it if—”

“It’s not a matter of stability or your ability to get there, it’s what will happen to you while you’re there.”

“What happens?”

“People die in my dimension,” Noir said. “More often than not.”

“So? People die in every dimension!”

“You don’t understand,” Noir snapped. “Even one toe out of line can get you killed, and it is not a quick death. When I saw you in my dimension, I realized what would happen.” When Peter said nothing, he continued. “I found my Uncle Ben ripped to shreds, and not by an animal. The Vulture cannibalized him, and I cannot—” To his dismay, his voice cracked. “I cannot allow that to happen to any one of you. Drug lords, mafia, villains would shoot you or worse as soon as they saw you. My world is always, always the worst-case scenario.”

“That doesn’t mean you go off and get yourself in a stupid suicide mission!” Peter burst out. “What were you thinking?”

“I was thinking that even if I died, I would be keeping you safe.”

“You should know just as much as the rest of us that there is no safety in being Spider-Man. There is always danger, no matter what.”

Noir went quiet. He had a point.

“You have to let us help you in some way or another. I know you’ve been on your own for your entire life, but it’s not just you. There are people who care about you and would rather take the risk and help you than see you get killed when you refuse. All the kids did was talk about taking Rhino down for you.” When Peter received no reply, he sighed. “If you could’ve seen Peni last night, you would understand. The poor kid didn’t want to leave your side.”

He stared at the floral pattern of the bedsheets, at a loss for words.

“She thinks of you as a father, you know.”

He looked up at Peter in surprise. Sure, he knew the kid liked him, but he would have never thought that she felt so deeply. “She does?”

Peter nodded somberly.

He felt guilt stab his conscience once again with this new knowledge. All he had meant was to keep her and the rest of them away from his dimension, away from the death and destruction, and while he had done just that, he had brought her pain. Ever since he’d first met her, his mission was to shield her, protect her from the pain that plagued his own life. She was sweet and innocent, the exact opposite of everything his own world offered, and he would not see her tarnished.

If he had died, what then? She had already lost her father, and that was the only one he knew about. She loved him, looked up to him for guidance and comfort more than he had ever guessed, and if he wasn’t there, she would be left in the midst of indescribable pain again.

“You’re right.”

Peter blinked. “Huh?”

“You’re right,” Noir repeated. “It was stupid of me, and I shouldn’t have done it.”

Peter was temporarily at a loss for words. He hadn’t expected Noir to actually _agree_ with him, at least not so quickly. When he finally spoke, he said, “Good. I seriously thought I was going to have to argue all day with you, and that’s the last thing I wanted to do.”

Noir almost smiled at that. “Me neither.”

“Promise to let us help next time?”

“Only if O’Hara can come up with something to make you guys stand out less.”

“You gotta promise me you won’t go on any stupid impossible missions until then. We can help you. We _want_ to.”

Noir resisted a snort. “I don’t think you’ll have to worry about that.”

“I can never tell with you,” Peter said, only half-jokingly.

“I won’t, I promise.”

“The others will be glad to hear it.” He offered the black and white man a small smile. “I’m glad to have you back in the land of the living.”

Noir was left to his own devices once again shortly after. An hour passed, or perhaps longer, as he let himself get enraptured in the newspaper once again. He was broken out of his color-filled adventure when voices rang out from downstairs.

“Woah, kid, you almost landed on top of me!”

“Is he awake? Is he okay?”

“Yes, but he’s—hey, wait a minute!” Two sets of footsteps came thumping up the stairs. “Be quiet, he might be sleep—”

It was too late. The door flew open and Peni was there, her eyes wide and hopeful.

“…ing.” Peter let his hands drop to his sides as he saw Noir sitting there amidst the newspaper. “Nevermind. Forget I said anything.” He turned around and left them there to stare at each other.

“Hey, kid,” Noir said, inwardly cursing his awkwardness.

For a small eternity, Peni just looked at him, her hands wrapped tightly around the straps of her cat backpack. Then with a suddenness that startled Noir, she flew across the room, wrapping her arms around his neck with a strength that belied her frame. The sudden weight caused his wounds to complain, but the pain was little in comparison to the warm rush of affection that flooded his senses.

“You’re okay!” she mumbled into his shoulder.

“Yeah,” Noir said, resting a hand on the back of her head. “I’m okay.”

When she finally pulled away, her eyes were bright and shining with tears dangerously close to being shed.

“Aw, I’m not worth those tears,” Noir said, trying to ignore the tightening in his chest. “I’m just an old, out of date Spider-Man.”

“You’re way more than that,” she said, her voice trembling. “You’re a great Spider-Man, and I--” Her voice cracked, and a tear spilled onto her face.

Noir pulled her to him again, mentally berating himself for his foolish decision. “It’s okay,” he told her. “It’s okay.”

“I was so scared,” Peni whispered. “I…I thought…”

“I know,” he murmured. “I made a stupid decision without thinking about what might happen to you, and I’m sorry.”

Her look of sadness changed to one of confusion. “What do you mean?”

Noir sighed heavily. “I went to fight Rhino alone when I shouldn’t have, and this,” he gestured to himself and his battered state, “is the result.”

Peni looked at him, but there was no condemnation to be found in her eyes. “You did what you thought was best, even if it was pretty stupid.”

Noir smirked. “I’m glad we’re on the same page.”

She reached out, touching his glasses tentatively. “Glasses…somehow that doesn’t surprise me.”

“Blinder than a bat without ‘em.”

“Well, the one good thing to come out of this is that I finally get to see your face.”

“Not much to look at, I’m afraid. Scars ruined these good looks a long time ago, and the bruises don’t help.”

Peni frowned and shook her head. “No, I like how it looks. It’s…unique, different from the other Peters.”

“Thanks, kid. That means a lot.”

She tilted her head, studying the bruises that still covered his face. “Do they hurt a lot?”

Noir reached up to touch the bruises experimentally, and they smarted under his touch. “Yeah, but not as much as yesterday. I wish May would hurry up and give me more of those pills. They work wonders.”

“I know something that might make you feel better.”

“Really? What—” His words stopped abruptly when she leaned forward and planted a kiss on the least-bruised section of his cheek, slightly sloppy in execution but no less full of affection. He stared at her in wonderment, a rush of heat flooding his face. He had long forgotten the feel of a kiss, even an innocent one such as this, and to experience it after so long was a joy.

“Better?” she asked him with a crooked smile.

“Yeah,” he mumbled, certain that he was blushing furiously. “Much better.”

“Oh, I got something for you!” Peni shrugged off her backpack and rummaged through it, coming up with a colorful book and an equally colorful box.

“What’s this?” he asked, taking the book. The cover read in bright, almost blinding letters: “COLOR BY NUMBERS!”

“You don’t have color by numbers in your dimension yet?”

“Apparently not.”

“Well don’t worry. I’ll get you caught up!” She passed him the box, and he turned it over in his hands.

“120 colors?” he exclaimed.

Peni smiled. “Yup! That’s the largest pack they sell.”

“My dimension doesn’t have packs nearly this size...and they’re all shades of grey.”

“That’s why I got it. You can enjoy the colors and it’ll keep you busy while you’re in bed!”

Noir flipped through the book. The pictures were intricate and divided into many sections, each with a number in it. The faintest hint of a smile crept its way onto his face as he pieced together the activity. “Let’s get started.”

 

After a while, Peter’s could contain his curiosity no longer. Peni had not reappeared from upstairs, and everything was suspiciously quiet. So, with a spider-stealth that had not abandoned him despite his bulk, he crept up the stairs, peering around the corner into the guest bedroom.

The sight that greeted him made him grin. Noir had scooted himself over slightly, allowing Peni to sit next to him. The color by numbers book was open on his lap, and crayons were scattered around them.

“Wait, that’s the wrong color!” Peni cried, causing Noir’s hand to stop its descent towards the page.

“You said it was green.”

“But that’s blue!”

“Oh.” Noir looked at the crayon in his hand, furrowing his brow. “They look alike.”

“I told you to read the labels.”

“’Inchworm’ doesn’t mean anything to me. Inchworms are gray in my experience.”

“Gee, I didn’t know you were a kindergarten teacher, Noir,” Peter teased, stepping into view.

“Scram,” Noir growled, shooting him a glare.

Peter laughed and raised his hands defensively. “Geez, you can’t take a joke. Seriously though, I’m glad you found something to entertain yourself with.”

Peni held up the book proudly, showing him the half-completed flowering rainforest picture they were working on. “He’s doing great! He’s only messed up twice so far.”

Peter nodded. “Good job.” He paused, then said, “So Noir, can I expect you to teach my future children how to color?” He narrowly dodged a pillow thrown with deadly accuracy, and ran from the room amidst Peni’s laughter.

 

Peni and Noir remained enraptured in their task for the rest of the day. Eventually the other Spiders showed, happy to see that Noir was awake and somber as always, but for the most part they remained by themselves, enjoying each other’s company. Eventually Peter ordered pizza (though he received a scolding from May for his unhealthy choices), and Noir, coming from a time when pizza was far less common, ate five slices before being satisfied.

As the sky grew dark, Peter suggested that Peni go home, but she was having none of it.

“Your aunt and uncle know you travel between dimensions?” Peter exclaimed.

“Yeah,” Peni said as if it were no big deal. “Dimensional travel isn’t exactly a new thing in my time. How do you think Miguel and I were able to make the technology so fast?”

“Won’t they be worried if you’re gone for so long?”

“No. They know I’m with you guys, and they know you’re trustworthy if you kept me from dying here in the first place.”

“What about school?”

“It’s Friday.”

“Let the kid stay,” Noir interjected. “I don’t mind at all.”

Peni smirked at Peter, who sighed in defeat. “Alright, but don’t come crying to me when she drives you up the wall.”

 

“I win!” Miles proclaimed, slapping his Wild card down on the pile.

Peter tossed his remaining UNO cards on the table. “You know, I used to wonder why they called this game a friendship destroyer. Now I see why.”

Ham snorted. “In my dimension there’s a game called DOS, and it’s way worse.”

Gwen stood and stretched. “I’m gonna go check on Noir real quick and see if he needs anything.”

Ham started to reshuffle the cards as she headed upstairs, only to reappear moments later.

“Guys, c’mere!” she whispered fiercely, gesturing for them to follow her. Confused, the three of them followed her up the stairs. She pressed a finger to her lips, indicating they should be quiet as she led them to the door of the guest bedroom.

The sight that greeted them was one of pureness unmatched. Both Peni and Noir were sound asleep, Peni’s small frame enveloped in Noir’s arms. Her head lay on his chest, tucked securely underneath his chin, her hands gripping the material of his shirt gently. Both their expressions possessed a serenity not found in waking hours, and the crayons and the book lay carefully organized on the bedside table, awaiting further use.

“Isn’t that the cutest thing you’ve ever seen?” Gwen whispered.

A soft “aww” slipped out of Peter’s mouth, a sound he never thought he would make while Miles pulled out his phone. He snapped a quick picture, knowing he would likely never get another golden opportunity such as this.

“Perfect,” he whispered, showing the picture to the others.

“It’s...so pure!” Ham said, two comically large tears appearing at the corners of his eyes. He pulled a handkerchief out of the air and blew his nose with an exaggerated honk that would have been funny had it not woken up Noir.

All four heads snapped towards the bed as Noir lifted his head, staring at them. He blinked blearily, a scowl appearing on his face. “What are you looking at?”

“N-nothing!” They thumped back down the stairs, not about to face Noir’s wrath.

He let his head fall back against the pillow, lifting a hand to gently rest on Peni’s back. Her breathing remained even, her sleep undisturbed by the noise. The warmth of her body radiated through his, seeming to reach down even unto his heart, surpassing the hard barriers he had set up long ago.

He couldn’t remember the last time he felt so at peace. His friends were safe and near to him, and the child he would defend with his last breath was in his arms. Oh, what a fool he had been to throw himself into an unwinnable fight, to risk leaving all of this behind. He would have to come to terms with the fact that he couldn’t keep them safe all the time, that they would gladly walk into danger to help him.

But then again, wasn’t that what friends were for? He wasn’t completely sure, as the concept of actually having friends was still somewhat foreign to him

His last thought as he drifted off on the warm waves of sleep was how lucky he was to have them.

 

Over the next two days, Peni was Noir’s nurse, insisting on helping him with every little thing no matter how much he claimed he could do it on his own. On Saturday when he started walking again, she attached herself to his side, keeping him steady. Whenever he needed something, even if he didn’t actually ask for it, she brought it to him, and he resolved mentally that if, heaven forbid, she was in a similar position to him, he would do the same for her.

No matter how much he threatened and complained, he could not scare Miles and Gwen into not fawning over “how adorable they looked”. Peni found it hilarious, and it boggled his mind that the little slab they called a phone had the ability to store so many pictures.

By Sunday, he could walk with little to no pain, and all the minor cuts and bruises were completely gone, only leaving a few deeper injuries. After much debate and arguing, May finally relented in letting him go home to his dimension, on the condition he not commit any acts of heroism for the next week to let himself recuperate fully.

That evening, he was finally prepared to go home, and all the Spiders came to see him off.

“Dude, we could make a scrapbook out of all these,” Gwen said, looking over Miles’ shoulder as he scrolled through the hundreds of pictures he had taken over the weekend.

“Send the best to me!” Peni chirped. “I want to see!”

Noir rolled his eyes, donning his coat and hat and stuffing his mask in his pocket. Peter offered him a sympathetic grin and clapped him gently on the shoulder.

“You can’t win with kids,” he said.

“Apparently not,” Noir grunted.

“Take it easy, and don’t take on more than you can handle.”

He sighed. “I’ve learned my lesson.”

“Play UNO next time,” Ham butted in. “You won’t regret it at all.”

Noir just snorted, having a sneaking suspicion that he would regret it.

Eventually Peni approached him, offering him the crayons and the color by numbers book. “Take these with you.”

He took them both. “Are you sure?”

She nodded. “You won’t forget which colors are which this way.”

He smiled, a rare sight for all present. He was vaguely aware of Miles taking another picture, but he ignored it. “Thanks, kid.”

“You’ll be okay, right?” she asked, her voice suddenly very small.

Her concern brought him both comfort and guilt, and he knelt down to her level. “If I ever do something that stupid again, you have my full permission to sock me in the face. Fair enough?”

“I’d pay money to see that,” Gwen tittered.

Peni grinned crookedly. “Fair enough.” She threw her arms around his neck and hugged him so hard he momentarily lost the ability to breathe. “Don’t be stupid.”

“I’ll try my best,” he choked out. When he finally managed to disentangle himself, he stood up, giving the rest of them a two-fingered salute. “Guess I’ll see you fellas around.”

“Punch a Nazi for me,” Miles said.

“Gladly.” He entered the coordinates of his apartment into his transporter, his finger hovering over the button. The last thing he saw before returning to the gray-rain hue of his dimension were the faces of his friends, and he knew no better sight.

 

A week later, he was awoken by the sound of his transporter going off. He rolled over, grabbing it and holding it closer to his face in an effort to read it.

_Peni: How are you feeling? :))_

Noir slowly typed a message back. It was like a strange, extremely advanced version of a typewriter that didn’t require mailing a piece of paper when the message was sent.

_Swell. I feel like nothing ever happened._

_Peni: Good! We’re coming in like five seconds! :))_

Before he could even process what she meant by that, his house was filled in a flash of light, and then all five of his friends were standing in his bedroom. He snatched up his glasses, blinking as they came into focus, huddled together so as not to lose each other in the jump. It took a few moments for his sleep-addled brain to realize what was wrong with them, but then he saw it.

They were all in black and white.

“You’re…where’s your color?” he asked, staring in disbelief.

“You said if we could get rid of our color you’d let us help,” Peter said, detaching Ham from his leg. “So we did just that.”

“Uh, it’ll come back right?” he asked, suddenly faced with the terrifying prospect of his colorful friends no longer bearing their color.

“Yup!” Peni hopped down from the arms of Sp//dr. “Once we leave this dimension, we’ll be back to normal.”

Noir breathed a sigh of relief, quietly amused at the sight of Miles turning in a circle as he tried to adjust to sudden shift in colors. “So what are you gonna help me with?”

“This guy named Rhino shot one of our friends,” Peni said, her normally sweet face taking on a more sinister smile. “We figured we would teach him a lesson.”

He didn’t think it was possible to like the kid anymore than he already did. He smiled back at her. “That sounds like a good idea.”

 

The last thing Rhino expected to hear was the sweet voice of a child calling out to him.

“Hey, Rhino!”

The villain turned just in time for a metal fist to connect with his face, sending him flying back into the wall with astounding force. When his vision cleared, he gazed up in confusion and horror at the strange robot and the five other Spider-Men, including the one he was familiar with.

“You mess with him, you mess with us!” Peni yelled.

Behind his mask, Noir grinned proudly at her. With those words, he knew for sure what friends were for.

 


End file.
